Directors Report of GTV Engineering Ltd.

Mar 31, 2015

The Directors have pleasure in presenting their Twenty Fourth Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1.Financial Performance of the Company

The Board's Report shall be prepared based on the stand alone financial statements of the company.

Particulars 2014-2015 2013-14 (Rs. In lacs) (Rs. In lacs)

Sales 3332.69 2816.19

Other Income 11.49 7.65

Profit Before Interest and 138.50 95.07 Depreciation

Finance Charges 28.03 22.34

Gross Profit 110.47 72.73

Provision for Depreciation 53.92 61.26

Net Profit Before Tax 56.55 11.47

Provision for Tax 16.13 2.26 Net Profit After Tax 40.42 9.21

Balance of Profit brought forward 1166.59 1157.37

Balance available for appropriation - -

Proposed Dividend on Equity Shares - -

Tax on proposed Dividend - -

Transfer to General Reserve - -

Surplus carried to Balance Sheet 40.42 9.21

2. Brief description of the Company's working during the year

The Directors feel great pleasure in reporting that your company has been made overall good performance during the year. The turnover of the company during the year was Rs. 3332.69 lacs and Net profit after tax during the year is Rs. 40.42 lacs.

Company's Unit-I at Malanpur, Unit-II at Mandideep, Power Mech Industries(Under proprietorship of the company) are working well.

GTV Engineering Ltd is a Hi-Tech Heavy Steel Fabrication & Machining Company working as sub-contractors for various Giant Engineering companies like BHEL / SIEMENS / ABB / METSO / ALSTOM / THERMAX / FLS mirth / GEBR. PFEIFFER / L&T-MHPS / HOWDEN etc. and is engaged in the execution of several Infrastructural Projects (Power / Mineral / Cement / Railways & Metros projects).

3. Change in the nature of business, if any The Company doesn't change the nature of Business during the financial year 2014-15.

4. Dividend

The Company has not declared any dividend during the Financial Year 2014-2015 for further expansion plans.

5. Reserves

The Board has recommended the Current year profit of Rs. 40,42,101 is transferred to Profit and Loss account.

6. Share Capital

Issue of Shares with Differential Rights

The company under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 [Chapter IV] has not issued any shares with Differentials rights during the Financial Year 2014-2015

Issue of Sweat Equity Share

The company under the provision Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares during the Financial Year 2014-15.

7. Directors and Key Managerial Personnel

The Company has 6(Six) Directors comprising of 3(three) Executive and 3(three) Independent Directors on the Board.

Mr. Gaurav Agrawal, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

The Board of Directors at their meeting held on 10/01/2015 appointed Mr. Manjeet Singh as Chief Financial Officer and Ms. Priyanka Shrivastava1. as Company Secretary and Compliance Officer of the Company.

The members at Extra-Ordinary general meeting held on 30/03/2015 appointed Mr. Jacob John, Mr. Venkita Krishnan Iyer2. and Mr. Sukumaran Maniyan Nair3. as an Independent Directors for term of 5 years.

8. Particulars of Employees

No Employee of the company has received remuneration as per sub rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial person) Rules, 2014

9. Meetings

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Ten Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

10. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

11. Declaration by an Independent Director(s) and re- appointment, if any

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received by the Company at the meeting in which they are appointed. An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

12. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is forming part of this report as

Annexure-I.

Managerial Remuneration:

Statement of Disclosure of Remuneration under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

A) Ratio of the Remuneration of each Executive Director to the median employee's remuneration for the financial year 2014-15.

S. No. Name of Director Designation Ratio of Percentage Remuneration of Increase in each Director to Remuneration median remuneration of employees.

1. Mr. Mahesh Agrawal Managing Director 3: 0.4 N.A

2. Mrs. Veena Agrawal Director 1: 0.2 N.A

3. Mr. Gaurav Agrawal Director 1: 0.4 N.A

Note: The non-executive Directors of the Company are entitled for sitting fee and commission as per statutory provisions and are paid within limits approved by shareholders. The details of remuneration paid to non-executive directors during the year under review is provided in Corporate Governance Report. Therefore, the ratio of remuneration and percentage increase for non-executive directors remuneration is not considered for the aforesaid purpose.

B) The Company has 11 permanent employees on the rolls of the company as on 31st March, 2015.

C) The Managing Director and Executive Directors are not paid any variable component of remuneration. The fixed remuneration of Rs. 36 lacs per annum is paid to the Directors.

In case of Independent Directors, they are paid sitting fees of Rs. 10,000 to each Director during the financial year and commission as approved by Nomination and Remuneration for each financial year.

D) Ratio of the Remuneration paid of the highest paid Director to that of the Employees who are not Directors but receive remuneration in excess of the highest paid director during the year:

The Managing Director is the highest paid director. No employee has received remuneration higher than the Managing Directors.

13. Details of Subsidiary/Joint Ventures/Associate Companies

The Company does not have any Subsidiary/Joint venture/Associate Companies.

14. Auditors:

The Auditors, M/s Rath Dinesh & Associates, Chartered Accountants, being ratified by the members at the ensuring Annual General Meeting and being appointed for a period of 2 years from the conclusion of this Annual General Meeting [AGM] till the conclusion of 26th AGM.

15. Auditors' Report

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

16. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under, M/s. Kushal Sharma & Associates, Practicing Company Secretaries have been appointed as Secretarial Auditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure II to this report. The report is self-explanatory and do not call for any further comments.

17. Internal Audit & Controls

The Company continues to engage its Internal Auditor. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

18. Vigil Mechanism :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.gtv.co.in under investors/policy documents/Vigil Mechanism Policy link.

19. Risk management policy

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

20. Extract of Annual Return:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE III .

21. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No Material changes occurred subsequent to the close of the financial year of the Company relating to settlement of tax liabilities, operation of patent rights, depression in market value of investments, institution of cases by or against the company, sale or purchase of capital assets or destruction of any assets during the financial year.

22. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: N.A

23. Deposits

No Deposit was accepted, remain unpaid or unclaimed and no default was made in repayment of deposit during the year 2014-2015

24. Particulars of loans, guarantees or investments under section 186 of Companies Act, 2013 The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

The details of the investments made by company is given in the notes to the financial statements.

25. Particulars of contracts or arrangements with related parties:

The Company has not engaged in any contract or arrangements with related parties during the financial year.

26. Corporate Governance Certificate

The Compliance certificate from M/s Rath Dinesh & Associates, Chartered Accountants, regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed with the report.

27. Conservation of energy, technology absorption and foreign exchange earnings and outgo The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows

a) Conservation of energy

Your Company continues to give priority for conservation of energy on an ongoing basis keeping in view the national concern for energy conservation.

- Energy Conservation measures taken: Capacitor banks have been installed in series with MPMKVVCL, Bhopal power connection to bring the energy power factor to be required standard valves to reduce the power losses.

- Total energy consumption and consumption per unit of production :

Form-A

Current Year Previous Year 2014-2015 2013-2014

A. Power and Fuel consumption

- Electricity Purchased Unit(KWH in 4.89 3.73 lacs)

Total amount(Rs in lacs) 40.62 36.22

Own generation(Units) 0.00 0.00 Through diesel generator 0.00 Ltrs 379.00 Ltrs

Cost/unit (rs.) 0.00 0.00 - Coal

Qty(tonnes) N.A N.A

Total Cost (Rs. In lacs)

Average Rate(Rs.) N.A N.A

- Others

B. Consumption per ton of production 138.190KWH 68.504KWH

Form- B

(b) Technology absorption

Research & Development : Internal efforts for the improvement of weld quality & productivity.

Expenditure on R & D : No separate expenditure

Technology absorption, adaptation and information

Technology Imported : N.A

Future plans : N.A

(c) Foreign exchange earnings and Outgo

During the year, no foreign exchange was used and earned by the Company.

28. Human Resources

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

29. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that-

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

31. Listing with Stock Exchanges:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to Calcutta Stock Exchange where the Company's Shares are listed.

32. Acknowledgements

An acknowledgement to all with whose help, cooperation and hard work the Company is able to achieve the results.

Date: 30/05/2015

Place: Bhopal On behalf of the Board of Directors

For GTV Engineering Limited

Sd/-

Mahesh Agrawal

Managing Director

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Mar 31, 2014

The Directors have pleasure in presenting Twenty-Third Annual Report together with Audited statement of Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS:

Current year Previous year ended 31.3.2014 ended 31.3.2013 (Rs. in lacs) (Rs. in lacs) Sales 2816.19 3042.70

Other Income 7.65 13.59

Profit Before Intt. Tax &Dep. 95.07 103.93

Less: Financial Expenses 22.34 48.46

Profit before Dep.& Tax 72.73 55.47

Less: Depreciation 61.26 40.27

Profit before tax 11.47 15.20

Less: Provision for tax 2.26 8.83

Net Profit after tax 9.21 6.37 Proposed Dividend Nil Nil

DIRECTOR'S RESPONSIBILITY STATEMENT :

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

DIVIDEND:

Your directors have decided not to recommend any dividend for the, year augment the funds for recycling the same into working capital and further to reduce the deDt burden of the company.

OPERATIONS:

The Directors feel great pleasure in reporting that your company has been made derail good performance during the year. The turnover of the company dung the year was is. 2816.19 Lacs and Net Profit after tax during the year is Rs. 9.21 Lacs.

Company's Unit-I at Malanpur, Unit-II at Mandideep, Power Mech Industries (Under Proprietorship of the Company) are working well.

AUDITORS:

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES, Chartered

Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL:

The corona has no employee in respect of whom statement under Section 217 (2A) of the to SmpS companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the and of Directors) Rules, 1988 is annexed hereto and forms part of the report - Annexure 1.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the w.e.f employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place- Bhopal By tbi order of the Board of Directors

Dated: 22.05.2014 For GTV ENGINEERING LIMITED

Regd. Office:

216-218, New Industrial Area-II

Mandideep-462046. (MAHESH AGRAWAL)

Dist. Raisen. Managing Director

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Mar 31, 2013

The Directors have pleasure in presenting Twenty-Second Annual Report together with Audited statement of Accounts for the year ended 31st March 2013.

FINANCIAL RESULTS:

Current year Previous year ended 31.3.2013 ended 31.3.2012 (Rs. in lacs) (Rs. in lacs)

Sales 3042.70 3074.52

Other Income 13.59 9.52

Profit Before Intt. Tax & Dep. 132.40 128.09

Less : Financial Expenses 76.93 75.28

Profit before Dep.& Tax 55.47 52.81

Less : Depreciation 40.27 41.53

Profit before tax 15.20 11.76

Less: Provision for tax 8.83 2.94

Net Profit after tax 6.37 8.82

Proposed Dividend Nil Nil

OPERATIONS :

The Directors feel great pleasure in reporting that your company has been made impressive performance during the year. The turnover of the company during the year was Rs. 3042.70 Lacs and Net Profit after tax during the year is Rs. 6.37 Lacs.

Company's Unit—I at Malanpur. Unit-Ii at Mandideep, Power Mech Industries (Under Proprietorship of the Company) are working well.

AUDITORS:

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES. Chartered Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment.

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL:

The company has no employee in respect of whom statement under Section 217 (2A) of the companies Act, 1956 and companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

DIRECTOR'S RESPONSIBILITY STATEMENT :

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the report of Board of Directors) Rules. 1988 is annexed hereto and forms part of the report - Annexure 1.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the services rendered by the employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place: Bhopal By the order of the Board of Directors

Dated : 10.07.2013 For GTV ENGINEERING LIMITED

Regd. Office:

2.16-218, New Industrial Area-II

Mandideep-462046.

(MAHESH AGRAWAI,)

Dist. Raisen. Managing Director

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Mar 31, 2012

The Directors have pleasure in presenting Twentieth Annual Report together with Audited statement of Accounts for the year ended 31st March 2011.

FINANCIAL RESULTS:

Current year Previous year ended 31.3.2011 ended 31.3.2010 (Rs. in lacs) (Rs. in lacs)

Sales 9268.38 1842.12

Other Income 30.85 23.65

Profit Before Intt. Tax & Dep. 160.28 127.51

Less : Financial Expenses 78.07 35.22

Profit before Dep.& Tax 82.21 92.29

Less: Depreciation 40.58 55.37

Profit before tax 41.63 36.92

Less: Provision for tax 10.26 7.60

Net Profit after tax 31.37 29.32

Proposed Dividend Nil Nil

DIRECTOR'S RESPONSIBILITY STATEMENT :

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

DIVIDEND :

Your directors have decided not to recommend any dividend for the year in view of to augment the funds for recycling the same into working capital and further to reduce the debt burden of the company.

OPERATIONS :

The Directors feel great pleasure in reporting that your company has been made impressive performance during the year. The turnover of the company lias significantly improved during the year under review to Rs. 9268.38 Lacs from Its. 1842.12 lacs during the previous year. The Net Profit after tax during the year is Rs. 31.37 Lacs.

Company's Unit—I at Malanpur, Unit-Il at Mandideep, Power Mech Industries (Under Proprietorship of the Company) and all the divisions including above are working well.

AUDITORS :

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment.

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL:

The company has no employee ill respect of whom statement under Section 217 (2A) of the companies Act, 1956 and companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report - Admixture 1.

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the services rendered by the employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place : Bhopal By threaded of the Board of Directors

Dated : 29.06.2011 For GTV ENGINEERING LIMITED

Regd. Office:

216-218, New Industrial Area-II,

Mandideep-462046. (MAHESH AGRAWAL)

Dist. Raisen. Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting Twenty-First Annual Report together with Audited statement of Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS;

Current year Previous year ended 31.3.2012 ended 31.3.2011 (Rs. in lacs) (Rs. in lacs)

Sales 3074.52 9002.15

Other Income 9.52 30.85 Profit Before Intt. Tax & Dep. 128.09 160.28

Less: Financial Expenses 75.28 78.07

Profit before Dep.& Tax 52.81 82.21

Less: Depreciation 41.53 40.58

Profit before tax 11.28 41.63

Less: Provision for tax 2.46 10.26

Net Profit after tax 8.82 31.37

Proposed Dividend Nil Nil

DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Sec. 217 (2AA) of the Companies Act, 1956, your Directors confirm that:

- that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures.

- that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit / loss of the company for that period.

- That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing the detecting fraud and other irregularities.

- That the directors had prepared the annual accounts on a going concern basis.

DIVIDEND:

Your directors have decided not to recommend any dividend for the year in view of to augment the funds for recycling the same into working capital and further to reduce the debt burden of the company.

OPERATIONS :

The Directors feel great pleasure in reporting that your company has been made impressive performance during the year. The turnover of the company during the year was Rs. 3074.52 Lacs and Net Profit after tax during the year is Rs. 8.82 Lacs.

Company's Unit I at Malanpur, Unit-II at Mandideep, Power Mech Industries (Under Proprietorship of the Company) are working well.

AUDITORS:

The statutory auditors of the company M/s. RATH DINESH & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuring Annual General meeting and being re-eligible offer themselves for reappointment.

AUDITOR REPORT:

As regards the observations in the Auditors Report the relevant notes on accounts are self- explanatory.

PERSONNEL;

The company has no employee in respect of whom statement under Section 217 (2A) of the companies Act, 1956 and companies (particulars of employees) Rules, 1988 and amendments made there under, is applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARINGS AND OUTGO:

Particulars giving details as required under the Companies (disclosure of particulars in the report of Board of Directors) Rules, 1988 is annexed hereto and forms part of the report - Annexure 1,

ACKNOWLEDGMENT:

Your Directors wish to place on record their appreciation for the services rendered by the employees at all levels and the co-operation extended by the Bankers and Business constituents and the confidence reposed in by the shareholders.

Place : Bhopal By thp order of the Board of Directors

Dated : 29.06.2012 For GTV ENGINEERING LIMITED

Regd. Office:

216-218, New Industrial Area-II,

Mandideep-462046. (MAHESH AGRAWAL)

Dist. Raisen. Managing Director